Universal Technical Institute (UTI) SVP reports RSU tax withholding on 778 shares

Rhea-AI Filing Summary

Universal Technical Institute executive Carolyn Ann Frank, the company's SVP/Chief HR Officer, reported an automatic share withholding related to equity compensation. On December 17, 2025, 778 shares of Universal Technical Institute common stock were withheld by the issuer to cover tax-withholding obligations upon the vesting of restricted stock units that were originally granted on December 9, 2024. After this tax-related transaction, Frank beneficially owned 34,184 shares of common stock directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frank Carolyn Ann

(Last) (First) (Middle)

4225 E. WINDROSE DRIVE, SUITE 200

(Street)

PHOENIX AZ 85032

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [ UTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP/Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	12/17/2025		F		778(1)	D	$26.06	34,184	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the issuer to satisfy tax-withholding obligations upon vesting of restricted stock units granted on December 9, 2024.

	/s/ Christopher Kevane, Attorney-in-Fact for Carolyn Ann Frank	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Universal Technical Institute (UTI) report in this Form 4?

The filing reports that SVP/Chief HR Officer Carolyn Ann Frank had 778 shares of Universal Technical Institute common stock withheld on December 17, 2025 to satisfy tax-withholding obligations upon vesting of previously granted restricted stock units.

How many Universal Technical Institute (UTI) shares does the reporting person own after this transaction?

Following the reported tax-withholding transaction, Carolyn Ann Frank beneficially owned 34,184 shares of Universal Technical Institute common stock in direct ownership.

Was the Universal Technical Institute (UTI) Form 4 filed for a purchase or a sale of shares?

The Form 4 reflects shares withheld by the issuer to cover tax-withholding obligations when restricted stock units vested, rather than an open-market purchase or sale initiated by the executive.

What was the price used for the withheld Universal Technical Institute (UTI) shares?

The 778 shares of Universal Technical Institute common stock withheld to satisfy tax obligations were valued at a price of $26.06 per share.

What role does the insider in this Universal Technical Institute (UTI) Form 4 hold at the company?

The reporting person, Carolyn Ann Frank, is identified as an officer of Universal Technical Institute, serving as SVP/Chief HR Officer.

What type of equity award led to the share withholding at Universal Technical Institute (UTI)?

The withholding relates to restricted stock units that were granted on December 9, 2024 and subsequently vested, triggering tax-withholding obligations settled by issuing fewer net shares.